POWER OF ATTORNEY
WITH RESPECT TO FORMS 3, 4 and 5 AND FORM 144
The undersigned hereby constitutes and appoints each of Gary
W. Pottorff and Jeffrey W. Grossman, signing singly, as the
undersigned's true and lawful attorneys-in-fact to:
(1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of
NiSource Inc., a Delaware corporation (the "Corporation"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and
Form 144 in accordance with Rule 144 under the Securities Act
of 1933;
(2)	do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, 5 or 144 and timely file such Form
with the United States Securities and Exchange Commission,
either manually or through the use of EDGAR, the Electronic
Data Gathering, Analysis, and Retrieval system, and with any
stock exchange or similar authority; and
(3)	take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Corporation
assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934 or Rule
144 under the Securities Act of 1933.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4,
5 and 144 with respect to the undersigned's holdings of and
transactions in securities issued by the Corporation, unless
earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 4th day of August, 2008.

/s/ Stephen P. Smith
Signature

